INDEPENDENT USER AGREEMENT
Effective Date: July 24, 2023
Registration and Agreement to Terms and Conditions
By registering and signing up to use the Sixpac platform, the Student-Athlete agrees to adhere to the terms and conditions outlined by Sixpac. This includes all the rules, regulations, and guidelines related to compliance, responsibilities, payment procedures, and other essential aspects of utilizing the platform. This agreement ensures a clear understanding of the rights and obligations of both parties and helps in maintaining transparency and adherence to legal requirements.
Sixpac Independent User Agreement
This Independent User Agreement ("Agreement") is made effective as of date of registration (“Effective Date”), by and between the registered Student-Athlete (“Student-Athlete”) and currently a member of an NCAA athletic program (“Team”) and enrolled at a postsecondary educational institution (“Institution”), and is a member of the National Collegiate Athletic Association (“NCAA’), and Sixpac, LLC ("Company"). Student-Athlete and Company may be collectively referred to herein as the “Parties” and each individually as a “Party.”
WHEREAS, Sixpac is a software and app platform duly organized, validly existing, and in good standing under the laws of the State of Utah, offering tools to student athletes that allow them to manage their name, image, and likeness (“NIL”), create content for sponsors, partners, fans, and offer engagements and coaching;
WHEREAS, Student-Athlete is an individual who has engaged with Sixpac as an Independent User to utilize the platform for managing their NIL, creating content, offering engagements and coaching, all in exchange for monetary, or In-Kind products or Services, Compensation (“Compensation”);
WHEREAS, Sixpac, acting as a facilitator and tool, neither contracts the student athletes for NIL nor has any relationship to the athletes' NIL, and offers a platform that connects them with fans and Sponsors, enabling the student athletes to control and utilize their NIL as they see fit;
WHEREAS, Student-Athlete acknowledges their responsibility for following all NCAA guidelines and maintaining eligibility, recognizing that Sixpac is only a tool and does not take any responsibility for the Student-Athlete's compliance with these guidelines;
WHEREAS, Sixpac and the Student-Athlete enter into this Agreement and will abide by the terms and conditions stated hereunder for the engagement of the Student-Athlete and the utilization of the platform (“Services”) as specified herein;
WHEREAS, Sixpac and the Student-Athlete desire to establish the terms and conditions under which the Student-Athlete will use Sixpac's tools to manage their NIL, create content, offer engagements and coaching, and Sixpac will provide the platform for such activities. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows.
PROHIBITIONS AND LIMITATIONS
This Agreement will automatically be terminated and voided if any Team, Institution, Athletic Department, or the NCAA determines that the Agreement, Sponsor, or Activities conflicts with the Team, Institution, Athletic Department, NCAA, state, or federal NIL rules, regulations, guidelines, and policies.
1. Student-Athlete NIL Prohibition and Limitations
Student-Athletes, using the Sixpac platform, will expend their best efforts to maintain the following NIL rules, regulations, standards, prohibitions, limitations, and restrictions on Compensation to Student-Athletes for NIL Activities. Violation of any of these provisions could and will result in the automatic termination of this Agreement.
a. Compensation for Student-Athlete's name, image, or likeness may not be conditioned on athletic performance or attendance of an Institution and playing for or accepting an Athletic Scholarship from a Team.
b. Neither Team nor Institution nor any employee of Team or Institution may compensate or cause Compensation to be directed to Student-Athlete or the family of Student-Athlete for use of their name, image, or likeness. Compensation for the use of Student-Athlete's name, image, or likeness may be provided only by a third party not owned or operating under the authority of Team or Institution, through the Sixpac platform.
c. Student-Athlete will not promote Services and Activities through the Sixpac platform that ridicule, exploit, or demean persons on the basis of their age, color, creed, physical or mental disability, national origin, citizenship, veteran status, marital status, race, religion, sex, or gender.
d. Student-Athletes may not sell or trade any equipment, apparel, or awards provided to them by Team or Institution as part of any Services and Activities.
e. A contract for the use of Student-Athlete's name, image, or likeness that is formed while the Student-Athlete is participating in an intercollegiate sport at a Team or Institution may not extend beyond the Student-Athlete's participation in the sport of that Team or Institution.
f. Through the Sixpac platform, Student-Athlete MAY NOT enter into ANY Services agreement with, or otherwise receive Compensation from, the prohibited categories listed (i-ix).
g. In its sole discretion, Team or Institution may prohibit Student-Athlete from wearing any item of clothing, shoes, or other gear with the insignia of any entity while using the Sixpac platform or engaging in activities related to it.
h. Compensation opportunities for Student-Athlete’s name, image, or likeness through the Sixpac platform should not conflict with academic activities, athletic competition, official team activities, or a Team or Institution-sponsored event.
i. International Student-Athletes using the Sixpac platform must obtain approval from their Team and Institution to avoid potential immigration issues.
j. Student-Athlete may not use the Sixpac platform to receive or enter into a contract for Compensation that violates Team or Institution's marks, logos, verbiage, or designs without prior written permission.
k. Usage of Team or Institution's facilities and grounds, including Athletics Department facilities, must adhere to respective policies and procedures when engaging in activities related to the Sixpac platform.
l. Student-Athletes are responsible for checking with their Institution’s Financial Aid regarding the treatment of NIL Compensation through the Sixpac platform to their Financial Aid and Scholarship. Student-Athlete compensation, including NIL compensation, may affect qualification for financial aid or grants.
2. Teams and Institution NIL Restrictions and Limitations
Teams and Institutions will expend their best efforts to maintain the following NIL standards, prohibition, limitations, and restrictions on NIL Compensation to Student-Athletes by Teams, and Institutions. Violation of these provisions could and will result in the automatic termination of this Agreement.
Teams and Institution Cannot do the Following:
a. Compensate a Student-Athlete for use of their Services.
b. Compensate a Student-Athlete in exchange for their athletic performance except as may be permitted by the NCAA.
c. Compensate a Student-Athlete or potential Student-Athlete for their accepting admission to or enrolling at an Institution and represent that the Company offers NIL Compensation as an inducement to accept admission to or enrolling with the Institution and Team.
d. Prohibit, prevent, or restrict a Student-Athlete from exercising the Student’s Rights.
e. Penalize or retaliate against a Student-Athlete for exercising the Student’s Rights.
f. Prohibit the Student-Athlete from participating in an intercollegiate sport for exercising their Student’s Rights.
g. Impose an eligibility requirement on a scholarship or grant that requires a Student-Athlete to refrain from exercising the Student’s Rights.
h. Prohibit a Student-Athlete from receiving food, drink, lodging or medical expenses or insurance coverage from a third party as compensation for use of the Student-Athlete’s NIL.
i. Function as an Athlete Agency for a Student-Athlete to solicit or procure Services and Activities for Student-Athletes.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Student-Athlete agree as follows.
1. Engagement with Sixpac Platform. Student-Athlete engages with Sixpac (the "Company") as a software platform to facilitate the ability to obtain NIL Compensation from Sponsor(s) for promoting products and Services. Sixpac is offering a non-exclusive platform that allows Student-Athletes to connect with Sponsors, run transactions, provide software to post content, and enable the sale of merchandise, whether their own or that of partnered brands.
2. Obligations of Company. Company agrees to perform the following duties and obligations and provide the following services and functionalities through its platform:
a. Facilitation of Sponsor Engagements: Sixpac provides a platform where Student-Athletes can find opportunities to engage with Sponsors and fans for various services and activities, including but not limited to:
i. Social media posts
ii. Direct sales of products posts
iii. Brand awareness media posts
iv. Follower influencer posts
b. Lead generation posts
c. Coupon Services posts
d. Commission generating posts
i. YouTube content Services
ii. Television, print, and radio commercials or advertisements
iii. Traditional or digital billboard advertisements.
iv. Autograph goods and sessions
v. Private lessons and camps or clinics
vi. Developing and promoting their own business
vii. Personal appearances
e. Transaction Management: Sixpac provides tools to manage transactions between Student-Athletes and Sponsors, including the sale of merchandise.
f. Content Posting Software: Sixpac offers software tools that enable Student-Athletes to post and share content related to Sponsor products and Services.
g. Respect for Student-Athlete’s Training and Education: Student-Athletes are responsible for managing their time and commitments through the Sixpac platform in a manner that respects their training, education, and competition schedules.
h. Use of Name, Image, Likeness (NIL): Sixpac's platform allows Student-Athletes to control the use of their name, picture, likeness, voice, and biographical information for promotional purposes, subject to the terms of individual agreements with Sponsors.
i. Fan Engagement through Subscriptions: Sixpac's platform enables Student-Athletes to create and share content with fans. Fans can engage with this content through one-time purchases or monthly subscriptions. This allows Student-Athletes to foster direct relationships with their fans, providing exclusive access to content, insights, and experiences.
3. Obligations of Student-Athlete. The Student-Athlete will utilize the Sixpac platform to manage their NIL opportunities, in accordance with this Agreement. The Student-Athlete recognizes that Sixpac is solely a software platform providing tools for engagement and transaction management, and not directly involved in the provision or negotiation of NIL opportunities. The manner and means that the Student-Athlete chooses to perform the Services are in the Student-Athlete’s sole discretion and control.
a. Content Creation: Utilizing the Sixpac platform, Student-Athlete may create and share content with fans, offering one-time access or monthly subscriptions to foster fan engagement and relationships.
b. Brand Partnerships: Student-Athlete may choose to collaborate with brands, offering promotion and awareness through the Sixpac platform.
c. Merchandise Sales: The Sixpac platform enables Student-Athlete to offer and sell merchandise, either of their own creation or in partnership with brands.
d. Respect for Guidelines: Student-Athlete agrees to adhere to all applicable NCAA guidelines, state or federal NIL rules, and other relevant regulations.
e. Use of Own Resources: In rendering the Services, the Student-Athlete agrees to provide their own equipment, tools, and other materials at their own expense. The Student-Athlete will perform the Services in a timely and professional manner, consistent with industry standards, at a location, place, and time that the Student-Athlete deems appropriate.
f. Amendments and Additional Services: The Student-Athlete agrees to perform such Services and related Services for the Company as may be reasonably requested from time to time by the Company, including but not limited to the Services specified herein, and which may be amended from time to time by the Company in line with the functionality and features of the Sixpac platform.
g. By registering and signing up to use the Sixpac platform, the Student-Athlete agrees to perform the following duties and obligations:
i. No Recruitment Compensation: Student-Athletes may not be compensated under a Services Contract for recruiting purposes or as an enrollment inducement.
ii. NCAA Compliance: Student-Athletes may not be compensated for athletic performance except as permitted by the NCAA.
iii. Pay-to-Play Prohibition: Student-Athlete(s) will not accept Compensation, which is conditioned or contingent on enrolling at any specific collegiate Institution or on any specific athletic performance or achievement.
iv. Fair Compensation: Student-Athletes will only be Compensated for Services and Activities after the service has been completed with the required work performed and is at a rate reflecting fair market value.
v. Team Membership and Eligibility: Student-Athlete must remain a member in good standing with their Team or Institution throughout the Term, eligible to compete. Company will not Compensate Student-Athletes who are not active members of a Team and enrolled in their respective Institution.
vi. Conduct Standards: The Student-Athlete shall conduct themselves with regard to public conventions and morals, refraining from any act that may bring disrepute or legal issues that might affect the Company, School, Brand, Sponsor, or the NCAA.
vii. Administrative and Reporting Requirements: Student-Athlete is required to follow all reporting, documentation, and deadlines as dictated by the Company, Team or Institution, and NCAA.
viii. NIL Code of Conduct: Student-Athlete shall abide by all applicable NIL Codes of Conduct, including but not limited to Company, Team or Institution, NCAA, local, and/or federal guidelines.
ix. Restrictions on Official Activities and Endorsements: Student-Athletes may not engage in various activities that may imply official endorsement or conflict with Team or Institution policies and rules, including but not limited to autograph sales, use of institutional content, utilization of facilities, or engagement in activities conflicting with federal, state, or local law.
x. Use of Name, Image, and Likeness. Student-Athlete agrees to be filmed, videotaped, photographed, and to have their name, image, picture, likeness, voice, and biographical information otherwise recorded, in any media, for the purposes of promoting and using the Sixpac platform and associated Sponsors. Student-Athlete grants to Sixpac the irrevocable, perpetual, fully paid-up, worldwide right and license to use, and to authorize third parties to use, for: (1) news and information purposes, (2) promotion of the specific Sponsor(s) which Student-Athlete is engaged with through the platform, and (3) promotion of Sixpac and its Sponsors, provided that, in no event may Sixpac use or authorize the commercial use of their NIL in any manner that would imply Student-Athlete’s endorsement of any company, product, or service, without Student-Athlete’s express written permission.
xi. Participation in Media Sessions. Student-Athlete agrees to participate in media sessions, including photo shoots, as reasonably requested by Sixpac, to promote the platform and any Sponsor with whom the Student-Athlete is engaged through the platform, as long as it is part of the Services and Compensation agreed upon within the platform.
xii. Autographed Items. Student-Athlete shall autograph at least fifty (50) items, provided by Sixpac at its expense, which Sixpac may use to promote the platform, its Sponsors, and its business purpose. Student-Athlete will receive Compensation through the platform for the sale of these items. These items may be provided by Sixpac Sponsors and would thus have Sponsor’s manufacturing marks on them.
h. NCAA Eligibility: If Student-Athlete must remain eligible under National Collegiate Athletic Association (NCAA) rules, it is the Student-Athlete’s responsibility to know the NIL (Name, Image, Likeness) rules and take the necessary steps to remain eligible, including understanding Compensation, Services, and the responsibilities as a user of the Sixpac platform.
i. Use of Sixpac Marks and Logos: Student-Athlete may not use or authorize the use of Sixpac's intellectual property, including photographs, films or videos of Student-Athlete in Sixpac apparel or equipment, or the marks and logos of Sixpac, without the express written permission of the Company.
j. Sixpac Apparel: If applicable, Student-Athlete will wear designated Sixpac apparel at requested functions and events, and will not conceal or cover-up any Sixpac Sponsor, supplier or licensee brand or other identification on Sixpac apparel, unless directed to do so by an official of Sixpac, the Team, Institution, or NCAA.
k. Disclosure of Information: Any information or materials obtained or provided to the Student-Athlete through the Sixpac platform, whether orally or in writing, during the Term of this Agreement remains the sole property of Sixpac and may not be provided to any other party without the express written permission of Sixpac. Student-Athletes may not be compensated by Team or Institution for use of their NIL through the Sixpac platform.
4. Supervision of the Services. The Company shall be entitled to exercise a broad general power of supervision and control over the results of work performed by the Student-Athlete to ensure satisfactory performance and compliance with NIL rules and regulations. This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of the work, and provide reporting as requested and required by Company, Institution, and the NCAA.
5. State and Federal Taxes.
a. Company will not:
i. withhold FICA (Social Security and Medicare taxes) from Independent User's payments or make FICA payments on Independent User's behalf
ii. make state or federal unemployment compensation contributions on Independent User's behalf, or
iv. withhold state or federal income tax from Independent User's payments.
b. Independent User shall pay all taxes incurred while performing Services under this Agreement—including all applicable income taxes and, if Independent User is not a corporation, self-employment (Social Security) taxes.
6. Indemnification. Student-Athlete shall indemnify and hold Company harmless from any/all loss by the Student-Athlete or liability arising from performing Services under this Agreement, including, but not limited to;
a. Loss of NCAA eligibility to compete as a Student-Athlete.
b. Loss of scholarship or financial aid from Team and/or Institution as a Student-Athlete.
c. Loss of membership on a Team or enrollment in an Institution.
d. Loss of amateur status.
e. Loss of opportunity or sponsorship/s for other NIL compensation.
f. Any loss that resulted arising from the performance of Services by Student-Athlete under this Agreement.
7. Remittance of Payment Processing
a. Payment of Monies to Student-Athlete. Student-Athlete payments will be remitted via company check or electronic deposit.
b. Compliance and Reporting. Student-Athlete is responsible to follow and perform the necessary compliance, rules, and regulatory documentation and submission to maintain their NCAA eligibility. Company will provide Student-Athlete, Team, Institution, and NCAA with required information for reporting Compensation, Services rendered, payment amount, date of payment, tax information, Sponsor, and other information and documentation as needed.
c. Taxes. Student-Athlete is a 1099 Independent User and shall be solely responsible for any and all taxes and withholdings that may be due on Compensation paid under this Agreement. Company shall have no responsibility for any taxes or withholdings on amounts paid to Student-Athlete.
d. Unemployment Compensation. Company shall make no state or federal unemployment compensation payments on behalf of Student-Athlete. Student-Athlete will not be entitled to these benefits in connection with work performed under this Agreement.
e. Insurance. Company shall not provide insurance coverage of any kind for Student-Athlete. Student-Athlete shall obtain insurance coverage as needed and required to perform Services, and maintain it during the entire term of this Agreement.
8. Term and Termination.
a. Term of Agreement: This Agreement shall commence on the Effective Date hereof and shall continue until such period, as it may be extended, being referred to as the “Agreement Period”, unless sooner terminated in accordance with the provisions of this Agreement, and the Company policies and procedures. The initial Agreement Period of this Agreement is One-year and will automatically renew at the anniversary of the Effective Date until terminated.
b. Automatic Termination of Agreement or Suspension of Agreement. Upon termination of the Agreement, Student-Athlete will receive outstanding Compensation due to them for completed Services, after which all obligations of Company to Student-Athlete will terminate.
i. After written notice and an opportunity to cure, Student Athlete willfully breaches or habitually neglects the duties and responsibilities which they are required to perform under the terms of this Agreement; or
ii. Student Athlete commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results in material harm to the Company or its business; or
iii. Student Athlete violates any law, rule or regulation applicable to the Company or Student Athlete relating to the business operations of the Company that may have a material adverse effect upon the Company’s business, operations or condition (financial or otherwise).The Company may, without prejudice to any right or remedy it may have due to any failure of the Student-Athlete to perform their obligations under this Agreement, terminate the Agreement period at any time. In the event of such termination, the Student-Athlete shall be entitled to payment hereunder prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Student-Athlete of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Agreement Period effective immediately upon receipt of written notice, if the Student-Athlete breaches or threatens to breach any provision of this Agreement.
iv. NCAA Transfer Portal. This Agreement will be suspended when Student-Athlete enters the NCAA Transfer Portal and is not a member of a Team or enrolled in an Institution.
v. Not Enrolled and Not on a Team. This Agreement will automatically terminate if a Student-Athlete is not on a Team and not enrolled with an Institution.
c. Termination by Company. If, due to breach of this Agreement, Company will notify Student-Athlete via electronic correspondence immediately.
d. Termination by Student-Athlete. If Student-Athlete terminates this Agreement prior to the end of the Term, they will notify Company via electronic correspondence at least 48-hours prior to termination of all obligations under this Agreement.
9. Dispute Resolution. The Parties agree that any dispute under this Agreement shall first be addressed by good-faith negotiation of the Parties. If a dispute involving a breach, act, omission, or interpretation of this Agreement is not resolved by good-faith negotiation, the dispute shall be resolved by a hearing under the grievance procedures in the Bylaws, as amended, of the Company.
10. AAA. In the event that the Parties cannot resolve a dispute under Section above, either Party may bring any controversy or claim arising out of or relating to this contract, or breach thereof, for final settlement by arbitration administered by the American Arbitration Association under their Commercial Rules.
a. Nature of the Parties’ Relationship. The Student-Athlete shall perform all Services under this agreement as an Independent User and not as an employee or agent of the Company. The Student-Athlete is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. the Student-Athlete shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company.
b. Confidentiality. Student-Athlete agrees not to reveal or disclose to any person Company's confidential information which shall include, but not be limited to, all information relating to technology, reports, inventions, discoveries, improvements, developments, devices, tools, software, video, audio, multimedia productions, marketing programs, marketing concepts, marketing plans, marketing proposals, procedures, financial information, formula, processes, plans, samples, models, drawings, compilations, methods, designs, programs, techniques and specifications, oral or in writing or in some other form, which is under the control of Company.
c. Intellectual Property and Ownership. Nothing contained herein will be construed as an assignment or grant to Student-Athlete of any right, title or interest in or to Company’s trademarks, or in or to any copyright or other right in and to Company’s materials. Likewise, nothing contained herein will be construed as an assignment or grant to Company of any right, title or interest in or to Student-Athlete’s image and personality rights.
d. Notices. Any notice required or permitted to be delivered under this Agreement shall be in writing and shall be deemed delivered on the earlier of the actual receipt, one day after being sent via electronic mail, or three days after the date deposited in the U.S. Mail, by first class mail, addressed to the recipient at the Student-Athlete’s address set forth below.
e. Force Majeure. If for any reason outside a Party’s reasonable control, including without limitation strikes, boycotts, war, acts of God, labor troubles, riots, acts of terrorism, delays of commercial carriers, restraints of public authority, or for any other reason, similar or dissimilar, beyond either Party’s control, a Party is unable to perform its duties and obligations hereunder, such failure to perform will not be considered a default under this Agreement, and such Party will not be liable for the failure to deliver the corresponding benefits and privileges.
f. Injunctive Relief. The Student-Athlete acknowledges that any breach of the provisions of this agreement shall result in serious and irreparable injury to the Company, for which the Company cannot be adequately compensated by monetary damages alone. The Student-Athlete agrees, therefore, that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Student-Athlete and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages.
g. Entire Agreement. This Agreement, together with any attachments hereto, contains the entire agreement and understanding of the Parties and supersedes all prior agreements and understandings, whether verbal or written, with respect to the subject matter hereof and any such other agreements or understandings are hereby revoked.
h. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
i. Severability. If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, that determination will in no way affect the validity or enforceability of any other provision herein.
j. Successors and Assign. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Student-Athlete are personal and shall not be assigned by them.
k. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
l. Interpretation. If any restriction in this Agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
m. Indemnification. Student-Athlete shall fully defend, indemnify, and hold harmless Company from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Company, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to Company for all legal fees, expenses, and costs incurred by it.
n. Omissions. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
o. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Utah law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Utah law.
p. Governing Law. The terms of this Agreement and any dispute between the Parties shall be governed by and interpreted in accordance with the laws of the State of Utah.
q. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Tarrant County, Utah. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.
Sixpac Athletics Co.
Salt Lake City, Utah